Last Modified: July 23, 2024
This Support and Service Level Agreement (this "SLA") is a binding contract between you ("Customer," "you," or "your") and FoundationLLM, Inc. ("Provider," "we," or "us"). This SLA governs our support and service level commitments to you. The Miscellaneous Terms of the Main agreement apply to this SLA.
1. Definitions. For purposes of this SLA, the following terms have the meanings set forth below. All initial capitalized terms in this SLA that are not defined in this Section 1 shall have the respective meanings given to them in the Main Agreement.
1.1 "Customer Cause" means any of the following causes of an Error, except, in each case, any such causes resulting from any action or inaction that is authorized by this SLA or the Main Agreement, specified in the then-current Documentation, or otherwise authorized in writing by Provider: (a) any negligent or improper use, misapplication, misuse, or abuse of, or damage to, the Services by Customer or its Representatives; (b) any maintenance, update, improvement, or other modification to or alteration of the Services by Customer or its Representatives; (c) any use of the Services by Customer or its Representatives in a manner inconsistent with the then-current Documentation, to the extent consistent with and not limiting of the Documentation; (d) any use by Customer or its Representatives of any Third-Party Products that Provider has not provided or caused to be provided to Customer; or (e) any use by Customer of a non-current version or release of the Services.
1.2 "Customer Systems" means Customer's information technology infrastructure, including Customer's computers, software, databases, electronic systems (including database management systems), and networks.
1.3 "Error" means any reproducible failure of the Services to operate in all material respects in accordance with the Documentation and, to the extent consistent with and not limiting of the Documentation, including any problem, failure or error referred to in the Service Level Table.
1.4 "Maintenance" means scheduled Unavailability of the Services, as announced by Provider prior to the Services becoming Unavailable.
1.5 "Main Agreement" means the Cloud Services Agreement or the Software-as-a-Service Agreement and associated order form entered into by the parties dated.
1.6 "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
1.7 "Out-of-Scope Services" means any of the following: (a) any services that Customer and Provider may from time to time agree in writing are not included in the Support Services; and (b) any services requested by Customer and performed by Provider in connection with any apparent Services Error reasonably determined by the Provider to have been caused by a Customer Cause.
1.8 "SLA" means this Support and Service Level Agreement.
1.9 "Support Hours" means between 9:00AM and 5:00PM, Pacific Standard Time, excluding weekends and public holidays in the United States.
1.10 "Support Period" means the Term.
1.11 "Support Services" means Provider's support of the then-current version and release of the Services but excluding any Out-of-Scope Services.
1.12 "Third-Party Products" means all third-party software (including all Open Source Components), computer hardware, network hardware, electrical, telephone, wiring, and all related accessories, components, parts, and devices.
1.13 "Unavailable" and "Unavailability" means when the Services are not running or not reachable due to Provider’s fault.
2. Support Services. Provider shall perform all Support Services during the Support Hours throughout the Support Period in accordance with the terms and conditions of this SLA and the Main Agreement, including the Service Levels and other Provider obligations set forth in this Section 2.
2.1 Support Service Responsibilities. Provider shall:
(a) respond to and Resolve all Support Requests in accordance with the Service Levels;
(b) provide Support Services to Customer during all Support Hours by means of email address support@foundationllm.com with a CC to your service manager with a response time as specified under Support Levels;
(c) provide Customer with online access to technical support bulletins and other user support information and forums, to the full extent Provider makes such resources available to its other customers; and
(d) provide to Customer all such other services as may be necessary or useful to correct an Error or otherwise fulfill the Service Level requirements, including defect repair, programming corrections, and remedial programming.
2.2 Support Levels. Response and Resolution times will be measured from the time Provider receives a Support Request until the respective times Provider has (a) responded to that Support Request, in the case of response time and (b) Resolved that Support Request, in the case of Resolution time. "Resolve," "Resolved," "Resolution," and correlative capitalized terms mean, with respect to any particular Support Request, that Provider has corrected the Error that prompted that Support Request and that Customer has confirmed such correction and its acceptance of it in writing. Provider shall respond to and Resolve all Support Requests within a reasonable time of receiving such support request.
2.3 Out-of-Scope Services. Provider shall, at Customer's request, provide to Customer the Out-of-Scope Services at an additional agreed-upon cost in accordance with the terms and conditions of this SLA and the Main Agreement.
3. Fees.
3.1 Out-of-Scope Service Fees. In consideration of Provider's performance of any Out-of-Scope Services in accordance with the terms and conditions of this SLA and the Main Agreement, Customer shall pay Provider fees for such Out-of-Scope Services at the applicable time and materials rates presented to Customer by Provider.
4. Support Requests and Customer Obligations.
4.1 Support Requests. Customer may request Support Services by way of a Support Request. Customer shall classify its requests for Error corrections in accordance with the severity level numbers and definitions of the Service Level Table set forth in 2.2 (each a "Support Request"). Customer shall notify Provider of each Support Request by email or such other means as the parties may agree to in writing. Customer shall include in each Support Request a description of the reported Error and the time Customer first observed the Error.
4.2 Customer Obligations. Customer shall provide the Provider with:
(a) prompt notice of any Errors; and
(b) each of the following to the extent reasonably necessary to assist Provider to reproduce operating conditions similar to those present when Customer detected the relevant Error and to respond to and Resolve the relevant Support Request: some text
(i) direct access at to the Customer Systems and the Customer's files, equipment, and personnel;
(ii) output and other data, documents, and information, each of which is deemed Customer's Confidential Information as defined in the Main Agreement; and
(iii) remote access to the Customer Systems in accordance with this SLA, subject to Provider's compliance with all of Customer's security and encryption requirements notified to Provider in writing; and
(iv) such other reasonable cooperation and assistance as Provider may request.
5. Uptime.
5.1 Services Uptime Commitment: 99.9% Uptime
(a) Provider will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the "Service Commitment").
5.2 SLA Exclusions
(a) The Service Commitment does not apply to any Unavailability:
(i) That results from a suspension as described in the Main Agreement;
(ii) Caused by factors outside of Provider’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Provider;
(iii) That results from any actions or inactions of Customer or any Third-Party Products;
(iv) That results from the equipment, software or other technology of Customer or any third party;
(v) That results from failures of Services not attributable to Unavailability; or
(b) That results from any Maintenance.
5.3 Communications. In addition to the mechanisms for giving notice specified in the Main Agreement, unless expressly specified otherwise in this SLA or the Main Agreement, the parties may use email for communications on any matter referred to herein.
6. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this SLA from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on our website or an email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.